Outside directors have always served on the boards of public companies. But, with the rise of proceduralised governance over the past 20 years, the outside directors have been redefined as non executive directors (NEDs) charged with safeguarding the shareholder interest. As part of a broader attempt to revive elite studies, this paper asks whether non executive directors are a motivated elite which makes a difference to behaviour and performance outcomes. The mixed methods answer to that question combines two elements. First, network analysis is used to analyse the new patterns of exchange of personnel in giant British companies. This now takes the form of a general recycling of (current and former) senior managers between FTSE 100 and 250 companies so that the typical NED would now be a retired former FTSE 100 senior executive. Second, case study is used to explore how NEDs affect outcomes. A case study of Pilkington in the buildings materials sector suggests that changing board composition has made a great difference to the way that directors respond to external bids to acquire the company. In the mid 1980s, the Pilkington board joined in successful public resistance to a takeover bid by BTR; whereas in 2006 a NED-dominated board efficiently extracted the highest price when it sold the company on to Nippon Sheet Glass. The conclusion is that NEDs help ensure that everything is for sale.

Keywords:

corporate governance, non executive directors, elites